Can I back out if the final walkthrough turns up a problem?

A final walkthrough, whether it covers premises, equipment, inventory or records, is the last point where what you were promised can be compared with what is there. A problem found now matters because the money, the lender and the lease transfer are all lined up for the same day. What decides your position is not how serious the problem feels but what your signed agreement says about it.

Start with what the agreement covers

Look for the list of assets and the price attached to each, the warranties the seller gave and whether they must still be true on closing day, and the conditions that must be met before you have to close. CRA’s page on selling a business refers to a value for each asset, and the Canada Small Business Financing Program guidelines say an agreement should set out the price allocated to each listed asset. That figure is the natural starting point for any adjustment.

Search for new liens before funds move

Ontario’s Access Now page explains that a personal property search can show the seller or a previous owner took a loan and that the lender may have rights in the goods, and that the buyer should insist on a registered discharge before the sale is completed. Alberta’s government gives the same warning for its own registry: items may be registered as a lien, so search before buying personal property. Run a fresh search just before closing.

Options short of walking away

• Ask the seller to repair or replace the item before closing.
• Move the closing date by a written amendment signed by both sides.
• Close with a documented price reduction or holdback tied to that specific item.
• Agree in writing who bears the cost and how the amount will be proved.

Tell your lawyer and lender at once

Under the program’s guidelines, the lender must make sure its security is valid and enforceable as of the first advance, so a missing asset or a new lien is the lender’s concern as well as yours. Walking away without a clear right is the highest-risk path. See can the seller keep my deposit if I back out before you say anything to the other side.